1. Acceptance of the Terms and Conditions of Use

These Terms and Conditions of Use (these “Terms”) are entered into by and between you and Terlato Wine Group Ltd., and all of its affiliated entities or brands, (collectively, “TWG” or “We” or “Us” or “Our”). You agree to these Terms when you click “I Accept” or other similar language, or when you access, use, registering for, or obtain products (the “Products”) or services (the “Services”) through TWG and its related websites and applications owned or operated by or on behalf of TWG, including through the secure order process on this websites or other websites and applications provided by or on behalf of TWG (collectively the “Websites”). Certain Websites may permit you to purchase Products directly from TWG, while other Websites may direct you to third-party websites or platforms (each, a “Third-Party Sales Site”) to complete your purchase. Purchases made through a Third-Party Sales Site are subject solely to the terms and conditions, policies, and practices of that Third-Party Sales Site, and TWG assumes no responsibility or liability with respect to such purchases, including with respect to payment processing, order fulfillment, shipping, delivery, returns, refunds, or customer service. TWG may modify these Terms at any time, and therefore, We recommend that you read these Terms carefully each time you use the Websites. If you do not agree with these Terms, you should not access, use, or register for the Websites. You must be at least 21 years of age to access or use the Websites. The Websites are intended only for individuals who may lawfully view alcohol-related content in their jurisdiction. All Content, offers and promotions on the Websites are intended for legal use and may not be used or discussed in a manner that is illegal. As the consumer, it is your responsibility to know your local, state and federal laws regarding use. If you are not 21 years of age, you shall not use this Website.

2. User Information and User Account Registration

When you use the Websites or our Services, you expressly consent to our collection of personal information (“User Information”). Our information collection and use policies with respect to such User Information are set forth in the [Privacy Policy] and [Cookie Notice]. Our Privacy Policy contains information about how We use and disclose the personal information We collect about you. You acknowledge that you are solely responsible for the accuracy and content of the User Information you provide to Us. To access certain features of the Websites, you may be required to register and to select a user name and password (a “User ID”) during the secure order process to create an account (your “Account”). When you register for an Account, you shall provide Us with accurate and complete registration information. You shall maintain the security and confidentiality of your User ID, and you are not authorized to share your User ID or Account with any other person. You shall immediately notify Us of any unauthorized use of your User ID or Account of which you become aware. You acknowledge that TWG is not responsible for any losses arising out of the unauthorized use of your Account. TWG has the right to refuse registration of, or cancel, your Account in its sole discretion. In order to purchase any Products, you must supply certain User Information, including your full name, date of birth, billing and shipping address, telephone number, and payment card information to TWG. By providing this information, you authorize TWG to charge any of your purchases to the payment card provided and retain your billing information for future transactions on your Account. You represent that all information you provide to TWG will be accurate, complete, and current and that you will comply with the terms of any agreement that you may enter into governing your purchase of a Product or Service. You shall promptly update your Account information if it changes, including your email address and credit card numbers and expiration dates, so that We can complete your transactions and contact you as needed. You are responsible for all charges incurred through your Account as well as for paying any applicable taxes. Your right to use a Service or Product is conditional upon Our receipt of payment. If any charge is declined by your payment card, We may immediately suspend or terminate your Account and access to the Websites.

3. Website Purchases; Wine Club Memberships

Where a Website permits direct purchases, We accept orders for Products through suchthe Websites. Your orders through the Websites are an offer to buy, under these Terms, all Products listed in your order (an “Order”). You may purchase Products from the Websites by using any of the payment methods described below, and you must pay for Products at the time you place your Order. Please read carefully Our policies with respect to payment methods before you place your Order. We may change the accepted payment methods at any time without notice to you. You may pay by credit, debit, or check card (each a “Payment Card”). When you provide Us with your Payment Card information, We will obtain a pre-approval from the Payment Card company for the amount of the Order, which may result in a corresponding block on your available credit while the pre-approval remains in place. We may bill or process a transaction on your Payment Card immediately when you place an Order. For the avoidance of doubt, this Section 3 applies only to Products purchased directly through the Websites and does not apply to any purchases made through a Third-Party Sales Site. We accept major Payment Card brands. Certain Payment Cards (e.g., debit cards and check cards) have daily spending limits that may substantially delay the processing of your Order. The Websites may require the Payment Card security code of your Payment Card for any online purchase to protect against the unauthorized use of your credit card by other persons. The security code is an individual three or four digit number specific to your card that may be printed on the face of your card above the embossed account number or on the back of your card, on the signature panel. You represent and warrant that you have the right and are authorized to use the Payment Card you present to purchase Products and that the billing and related information you provide is accurate and truthful. If for any reason you have not authorized charges to be made to your Payment Card, or your Payment Card issuer does not pay Us for charges, We may reject your Order. We may refuse or cancel Orders at Our sole discretion, even after We send you a confirmation email with your Order number and details of the items you have ordered. You represent and warrant that you are buying Products or Services from the Websites solely for your own personal or household use and not for resale or export. In order to serve all users, TWG may limit quantities of Orders to only one of any such Product(s) purchased and reserves the right to cancel multiple Orders of any limited quantity Product purchased by the same user and/or shipped to the same delivery address. Orders that you place may be cancelled by you up to one hour after the Order has been placed unless a longer period is required under applicable law. In order to cancel an Order during the one hour period, you must cancel by calling the Website’s customer service telephone number[M3.1][DPS3.2]. Additional information and policies concerning gift cards may be found here: [Gift Card Program[MWS4.1]]. All prices, discounts, and promotions posted on the Websites are subject to change without notice. The price charged for a Product or Service will be the price in effect at the time the Order is placed and will be included in your Order confirmation email. Price increases will only apply to Orders placed after such changes become effective. Posted prices do not include taxes or charges for shipping and handling. All such taxes and shipping and handling charges will be added to your purchase total and will be itemized in your shopping cart and in your Order confirmation email. All wine purchases are non-returnable and non-exchangeable. We may limit the sales of Products to any person, geographic region, or jurisdiction in Our sole discretion. We may discontinue any Product at any time. Any offer for any Product made on the Websites is void where prohibited by applicable law. We offer a variety of wine clubs. By joining any of Our wine club memberships [MWS5.1](“Membership”), you shall purchase the specified allocations of Product in one calendar year as designated in your specific Membership level and in accordance with the terms and conditions of such Membership, described here: [Wine Club Membership[MWS6.1]]. Unless canceled by you, your Membership will automatically renew for additional one-year terms. You may cancel at least fourteen days prior to any shipment date after the initial one-year term and receipt of at least three club shipments in that year. Thereafter, you may cancel your Membership at any time by emailing us at [Cancelation Email[MWS7.1]]. You shall reimburse Us for any incentives received in conjunction with your Membership if you cancel your Membership prior to receiving the required three club shipments. As a condition of your Membership, We may charge your credit or debit card on or about the shipping date for each allocation, plus taxes and shipping charges. We provide complimentary shipping for some Membership tiers. Prices for any allocation are subject to change without notice to you and are available at [Pricing Information[MWS8.1]]. You will receive an "Upcoming Allocation Notice" via email roughly seven days prior to the processing of your allocation. The Upcoming Allocation Notice will let you know which wines are included in the allocation, the total cost (excluding taxes and shipping), when your card will be charged and when the allocation will ship, weather permitting. Changes or updates to your Account must be made by the deadline noted in the Upcoming Allocation Notice to avoid any redirection or return fees. All returned allocations or Orders will be subject to a $[15.00] reship fee. We can help customize your club allocations, and you may add to your Order or select alternative wine selections prior to the deadline for each allocation. Please e-mail [Customization Program[MWS9.1]] to customize your club allocation. In the event of extreme heat or cold in your area, you will be charged for the allocation and the order will ship when weather permits. We may delay shipments as reasonably requested by you; however, you may not skip or cancel allocations in the first year of your Membership. All wine deliveries require a signature of someone 21 or older, so business addresses are preferred. We cannot ship Products to a P.O. Box. “Will Call” members may enjoy a 30-day window to pick up their allocations. Any remaining allocations after the designated 30-day window will ship to the address on file in your Account, and shipping fees will apply.

4. Product Shipping

The shipping terms in this Section 4 apply only to Products purchased directly through the Websites and do not apply to any purchases made through a Third-Party Sales Site. We do not ship to Puerto Rico, Guam, the US Virgin Islands, any US territory or overseas military addresses, or internationally. A current list of states to which We currently ship Products is available at [Approved Shipping List[MWS10.1]]. For information regarding shipping to any other state, please contact Us at [Shipping Contact[MWS11.1]]. The risk of loss and title for all Products ordered on the Websites passes from Us to you when the product is delivered by TWG to the shipping carrier. TWG is not liable for any delays or losses in shipment. Wine purchases are non-refundable. Shipments that are refused or returned are subject to a reshipping fee at TWG’s sole discretion. Upon receipt, proof of legal age using a valid government identification may be required. You may contact Our customer service directly via the contact information provided on the applicable Website for any inquiries or customer service issues related to Products purchased through the applicable Website.

5. Proprietary Rights

We hereby grant you a non-exclusive, non-assignable and non-transferable license to access the Websites only in accordance with these Terms. Copying, displaying, publishing, reprinting, distributing, or modifying any document or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from the respective copyright holder(s). The Websites contain material, such as text, graphics, images, and other material provided by or on behalf of US (the “Content”). The Websites, including their entire Contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all intellectual property rights therein are owned by TWG, Our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We reserve all rights to Our Content and may, at Our sole discretion, change Content, remove Content, restrict access to certain Content sections of the Websites or discontinue any aspect of the Websites, without notice or penalty. You may not sell, transfer, assign, license, sublicense, modify, reproduce, display, publicly perform, distribute or otherwise use Content, Our trademarks, service marks or logo in any way for any purpose other than your own personal use in accordance with these Terms without Our written permission in each instance. You may not copy or adapt any scripts or markup (including HTML) any source code or other Content that TWG creates to generate the pages of the Websites, all of which is also protected by TWG’s copyrights. You shall not modify, amend, reduce the size of or in any way obliterate any warnings, liability limitations, disclosures or other proprietary notices (including any copyright or trademark notice) contained in the original Content or any copy you make of the Content. We retain all rights, title, and interest in and to the Services, including all data, materials, specific implementations of code, the look and feel, the design, and all other aspects of the trade dress of the Services, and retain all intellectual and property rights therein. The Services contain and reference trademarks, patents, trade secrets, technologies, products, processes or other proprietary rights of TWG. No license or right to or in any such trademarks, patents, trade secrets, technologies, products, processes and other proprietary rights of TWG, Our licensors, or other providers is granted to or conferred upon you. Except as expressly set forth herein, nothing in these Terms grants you any rights in respect of any intellectual property owned by TWG or its licensors, and you acknowledge that you do not acquire any ownership rights by accessing or using the Websites. You acknowledge that the Websites, the Content, content contained in sponsor advertisements and information presented to you through the Websites contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by TWG in writing, you shall not to copy, modify, publish, transmit, transfer, display, rent, lease, loan, sell, distribute or create derivative works based on the Websites, in whole or in part. If you violate any of these Terms, your permission to use Website material automatically terminates, and you must immediately destroy any copies you have made of Website material. We may withdraw or amend the Websites, and any service or material We provide on the Websites, in Our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Websites becomes unavailable at any time or for any period. From time to time and in Our sole discretion, We may restrict your, or other users’, access to some parts of the Websites, or entire Websites.

6. DMCA

If you believe that any of the Content accessible through the Websites infringes your copyright, you may request removal of those materials (or access to them) from the Websites by submitting written notification to Our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature;
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Websites, a representative list of such works;
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow Us to locate that material;
• Adequate information by which We can contact you (including your name, postal address, telephone number, and, if available, email address);
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the written notice is accurate; and
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

If you fail to comply with all of the requirements of Section 512(c)(3) of DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Websites is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. If you believe that material you posted on the Websites was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Us (a “Counter-Notice”) by submitting written notification to Our copyright agent designated above. Pursuant to DMCA, the Counter-Notice must include substantially the following:

• Your physical or electronic signature;
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
• Adequate information by which We can contact you (including your name, postal address, telephone number, and, if available, email address);
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification;
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you reside outside the United States, for any judicial district in which the Websites may be found) and that you will accept service from the person (or an agent of that person) who provided the complaint.

DMCA allows Us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Websites was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

7. Limitations of Liability

You assume all risk regarding the performance of the Websites and the accuracy of Website material. Changes are periodically made to the Websites and to information contained in the database(s) from which information the Websites are derived. The information and services included in or available through the Websites may include inaccuracies and/or typographical errors. Use of the Websites is at your own risk, and TWG is not liable for any inaccurate information contained in or derived from the Websites. TWG may make improvements and/or changes to the Websites, including the correction of any errors, inaccuracies or omissions, the changing or updating of information or the cancelation of Orders (including after you have submitted your Order), at any time without prior notice. YOU ACKNOWLEDGE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE WEBSITES, ALLOW YOU TO PURCHASE PRODUCTS AND SERVICES AND COLLECT PAYMENT FROM YOU SUBJECT TO THESE LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL TWG, OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS AND/OR ANY THIRD PARTIES MENTIONED ON THE WEBSITES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, GOODWILL OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED IN ANY WAY TO THE PERFORMANCE, USE, OR INABILITY TO USE THE WEBSITES, THE CONTENT, OR PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR TWG IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF TWG AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, FOR ANY AND ALL TYPES OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE GREATER OF: (I) IF APPLICABLE, THE ACTUAL AMOUNT PAID BY YOU FOR THE PARTICULAR ORDER THAT INCLUDED THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE LIABILITY; OR (II) $100. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OR THE WEBSITES OR MATERIAL WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONETARY DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION FOR CONSEQUENTIAL OR OTHER DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. IF THIS LIMITATION OF LIABILITY IS HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN TWG’S AND ITS AFFILIATES’ MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW AND THIS SECTION WILL BE READ TO GIVE IT THE MAXIMUM EFFECT PERMITTED UNDER SUCH APPLICABLE LAW.

8. Disclaimer of Warranties

THE WEBSITES, THE CONTENT, AND ALL PRODUCTS AND SERVICES INCLUDED IN, OFFERED THROUGH OR OTHERWISE MADE AVAILABLE TO OR PURCHASED BY YOU THROUGH THE WEBSITES ARE PROVIDED “WITH ALL FAULTS” AND ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, UNLESS OTHERWISE SPECIFIED IN WRITING. TWG, TO THE FULLEST EXTENT PERMITTED BY LAW, MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITES IS AT YOUR SOLE RISK. NONE OF TWG, THIRD-PARTY CONTENT PROVIDERS, OR THEIR RESPECTIVE AGENTS MAKES ANY WARRANTIES: ABOUT THE ACCURACY, RELIABILITY, SECURITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS CONTAINED WITHIN THE WEBSITES; THAT THE WEBSITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS CONTAINED ON THE WEBSITES WILL BE CORRECTED; OR THAT THE WEBSITES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER COMPONENTS. TWG DOES NOT WARRANT THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIAL OR GOODS. IN ADDITION, TWG OR ANY OTHER THIRD-PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS, DO NOT MAKE ANY WARRANTY AS TO THE RELIABILITY OF OR RESULTS TO BE OBTAINED FROM USE OF THE WEBSITES, MATERIAL OR OTHER INFORMATION ACCESSIBLE THROUGH THE WEBSITES. IF YOUR USE OF THE WEBSITES OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TWG IS NOT RESPONSIBLE FOR THE COSTS ASSOCIATED WITH SUCH SERVICING OR REPLACEMENT. YOU SPECIFICALLY AGREE THAT TWG SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITES. YOU SPECIFICALLY AGREE THAT TWG IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT TWG IS NOT RESPONSIBLE FOR ANY CONTENT SENT AND/OR INCLUDED ON THE WEBSITES BY ANY THIRD PARTY. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, AND THEREFORE THESE EXCLUSIONS MAY NOT APPLY IN INDIVIDUAL CASES. YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE. TO THE EXTENT TWG IS NOT PERMITTED, AS A MATTER OF APPLICABLE LAW, TO DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

9. Restricted and Permitted Uses

You represent and warrant that (1) you are at least 21 years of age; (2) you have full power and authority to agree to these Terms and perform all of your obligations hereunder; (3) you are located in the United States; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; and (6) you will not access the Websites if you have previously been prohibited from doing so or if any laws prohibit you from doing so. Without limiting the generality of any other provisions in these Terms, you shall not and shall not to allow any other individual or entity to:

• Create Accounts by automated means or under false or fraudulent pretenses or transmit to other users unsolicited electronic communications, such as “spam,” or otherwise interfere with other users’ enjoyment of the Websites as determined by Us;
• Collect or store personal data about other users in connection with the prohibited activities described in these Terms;
• Submit content that is indecent, pornographic or otherwise objectionable, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity, as determined by TWG in its sole discretion;
• Submit to the Websites any content that falsely states or implies that such content is sponsored or endorsed by TWG;
• Access or attempt to access data or other information not intended for your use or log into an Account that you are not authorized to access;
• Submit content to the Websites that is unlawful or facilitates, constitutes, promotes or encourages illegal activity, or otherwise use the Websites to transfer or store illegal material, including any material deemed threatening or obscene;
• Use the Websites’ or TWG’s name, logo, or brand to send any unsolicited or unauthorized content, including advertising, promotional materials, email, junk mail, spam, or other content using the Websites’ or TWG’s trademarks, logos, URLs, or product names without TWG’s written consent;
• Systematically download and store any materials and/or Content;
• Take any action that imposes, or may impose, in Our sole discretion, an unreasonable or disproportionately large data or traffic load on the Websites or the IT infrastructure used to operate and make the Websites available;
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Websites, or which, as determined by Us, may harm TWG’s or users’ use of the Websites or expose them to liability;
• Use the Websites for any unauthorized, fraudulent, or malicious purpose;
• Attempt to probe, scan, or test the vulnerability of the Websites or its network or otherwise to access systems, data or information not intended by Us to be made accessible to a user;
• Transmit or otherwise make available material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Websites;
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” data mine or otherwise gather any materials, or reproduce or circumvent the navigational structure or presentation of the Websites, without TWG’s express prior written consent;
• Remove any copyright, trademark, or other proprietary rights notice contained in or on the Websites;
• Download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license, or in any way commercially exploit any portion of the Websites;
• Use the Websites for any use other than the purpose for which they were intended.

In the event that you inadvertently obtain access to information belonging to or intended for a third party through the Websites, you will: (i) not produce a physical copy of such information; (ii) disregard such information; and (iii) immediately inform TWG of such inadvertent access, including all of the circumstances leading to and surrounding such access, any dissemination of such third-party information beyond the Websites and all steps taken by you or on your behalf to prevent the further dissemination of such third-party information.

10. Website User Submissions

Except where protected by law, to the extent applicable, all submissions by you (e.g., comments, feedback, submissions, suggestions, questions, reviews, and photographs), in any media or medium and regardless of format, made by you or on your behalf, whether offered or disclosed to TWG on or through the Websites, e-mail, or otherwise (collectively, “User Submissions”) will be considered non-confidential and non-proprietary and may be used by TWG for any purpose. By submitting User Submissions to TWG, you hereby irrevocably transfer, assign, and will assign (and where possible, assign hereby by way of present assignment of future rights) to TWG all right, legal and beneficial title and interest, including all underlying intellectual property rights in and to the User Submissions, and all goodwill howsoever arising in respect to the foregoing shall accrue to TWG. You hereby waive and forever forgo any assertion of copyrights or other rights that you may have in such User Submissions. You further acknowledge that TWG will be free to copy, disclose, distribute, incorporate and otherwise use or destroy the User Submissions and all data, images, sounds, text and other things embodied in the User Submissions for any and all commercial or noncommercial purposes.

• TWG will have the right, in Our sole discretion, to monitor, evaluate, limit, and analyze User Submissions, and any use of and access to TWG Websites, including to determine compliance with these Terms and any other operating rules that may be established by TWG from time to time.
• You may not post, upload or transmit any User Submissions that infringe or otherwise violate any copyright, patent, trademark, trade secret, publicity or privacy right or other proprietary right of any party or is proprietary to a third party, without such third party’s prior written consent.
• You understand and acknowledge that TWG is not responsible or liable to you or any third party for the content or accuracy of any User Submissions posted by you or any other user of the Websites.
• You are solely responsible for any User Submissions you post, publish or display on the Websites. We reserve the right, but undertake no obligation, to monitor disputes between you and any other user, or any other entity or individual, in connection with the Websites. You are solely responsible for the resolution of any disputes that arise between you and any other user.
• You represent and warrant that you own or control all rights in and to the User Submissions and have the right to grant the ownership rights granted in this Section to TWG and Our affiliates and partners and Our respective licensees, successors and assigns.

11. Electronic Communications

By entering into these Terms or using the Services, you consent to receive electronic communications from Us via e-mail, push notifications or other electronic means, including by posting on the Websites. These communications may include information about your Order or operational notices about the Services or your Account (e.g., password changes and other transactional information) and are part of your relationship with Us. Any notices, agreements, disclosures or other communications that We send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. If you wish to opt out of promotional emails, you can unsubscribe from Our promotional email list by following the unsubscribe options in the promotional email itself. By providing your phone number to Us, you consent to receive calls or text messages at any such phone number sent by Us or on Our behalf. Texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Standard text messaging charges applied by your cell phone carrier will apply to text messages that We send. If you wish to opt out of promotional calls or texts, you may respond to any promotional text received on your mobile device with the word “stop” to opt out of promotional texts. You acknowledge that your use of a key pad, mouse or other device to select an item, button, icon or similar act while using the Websites, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing.

12. Indemnity

You hereby indemnify, defend, and hold TWG and its respective officers, directors, owners, agents, information providers, and licensors harmless from and against any and all claims, liabilities, losses, costs, and expenses (including attorneys’ fees) (collectively, the “Claims”), regardless of whether such Claims are brought rightfully or wrongfully, incurred by TWG in connection with:

1. Your use or alleged use of any of the Websites;
2. Any use or alleged use of any of the Websites under your Account by any person, whether or not authorized by you; or
3. The use of any Product or Service obtained through the Websites, whether such use complies with or occurs in violation of applicable laws, rules, regulations, product labeling, instructions, or these Terms.

TWG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you shall cooperate with TWG’s defense of such Claim.

13. Termination

You hereby indemnify, defend, and hold TWG and its respective officers, directors, owners, agents, information providers and licensors harmless from and against any and all claims, liability, losses, costs, and expenses (including attorneys’ fees) (collectively the “Claims”), regardless of whether such Claims are brought rightfully or wrongfully, incurred by TWG in connection with (a) your use or alleged use of any of the Websites, (b) any use or alleged use of any of the Websites under your Account by any person, whether or not authorized by you, or (c) the use of any Product or Service that you obtain through the Websites, whether that use complies with or occurs in violation of applicable laws, rules or regulations, any applicable product labeling, instructions, or these Terms. TWG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you shall cooperate with TWG’s defense of such Claim.

14. Third-Party Websites

The Websites may contain links to web sites operated by third parties (“Linked Sites”), including Third-Party Sales Sites.”). These links are provided for your convenience only and TWG does not control such Linked Sites or Third-Party Sales Sites and is not responsible for the content and performance of, or any changes or updates to, any Linked Site or Third-Party Sales Site, any link contained in a Linked Site or third-party purchase channel, including product availability, pricing, order acceptance, payment processing, taxes, shipping, delivery, age verification, returns, refunds, customer service, legal compliance, privacy practices or terms of sale. Any purchases you make through a Third-Party Sales Site are governed solely by the terms and conditions of that Third-Party Sales Site, and you should review those terms carefully before completing any transaction. Our inclusion of links to Linked Sites or Third-Party Sales Sites does not imply any endorsement of the material on such sitesLinked Sites, and TWG does not in any way operate, control, or endorse any information, products, or services provided by third parties through Linked Sites or Third-Party Sales Sites.. We accept no responsibility for Linked Sites or Third-Party Sales Sites or for any loss or damage that may arise from your use of them. If you decidedecided to access any Linked Sites or Third-Party Sales Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such sitesLinked Sites.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its provisions relating to conflicts of law.

16. Arbitration; Waiver of Right to Jury Trial; Class Action Waiver; Forum

PLEASE READ THIS SECTION CAREFULLY, IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN COURT, USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY AND DISCOVERY IS MORE LIMITED. ARBITRATION IS FINAL AND BINDING AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. YOU WILL SUBMIT ANY AND ALL DEMANDS, DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE WEBSITES OR THE PURCHASE OR USE OF ANY PRODUCTS OR SERVICES TO FINAL AND BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGEMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE SITE OF ANY ARBITRATION WILL BE CHICAGO, ILLINOIS. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS ACTION BASIS. FURTHERMORE, UNLESS YOU AND TWG AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL, UNLESS BOTH YOU AND TWG AGREE OTHERWISE. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Entire Agreement

These Terms (including any incorporated terms) comprise the full and final understanding between you and TWG and supersede all other agreements, understandings or representations, written or oral, with respect to the subject matter hereof. If any provision of these Terms is found to be invalid or unenforceable, the other provisions shall remain in full force and effect. You and TWG intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. If any provision is deemed unenforceable, where possible, it will be modified so as to affect the original intent and only to the extent necessary to make it enforceable, which may include its deletion.

18. Changes To These Terms

TWG reserves the right to make changes to these Terms, including its membership program, at time and for any reason. If TWG makes changes to these Terms, the date last updated at the top of this page will be modified, and a message will be displayed at the top of this page, which shall serve as notification of changes. The Terms in effect at the time of your use of the Websites apply. Updated Terms are binding on you with respect to your use of the Websites on or after the date indicated in the updated Terms. If you do not agree to the updated Terms, you must stop using the Websites. Your continued use of the Websites after the date of the updated Terms will constitute your acceptance of the updated Terms.

19. Contact Information

To contact Us with any questions or concerns in connection with this Agreement, or to provide any notices under this Agreement, please contact Us:

20. General

You may not assign these Terms or assign, transfer, or sublicense your rights, if any, to access or use the Websites or the Content, and any attempt by you to do so is void. TWG’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on TWG if it is in a written document signed by TWG. Both you and TWG warrant to each other that, in entering into these Terms, neither you or TWG have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and TWG, or TWG’s successors and assigns, will have any right to enforce any of these Terms. Neither these Terms nor the Websites create partnership, joint venture, employment, or other agency relationships between us. You may not enter into any contract on Our behalf or bind Us in any way. TWG shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, pandemics, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. The headings used in the Terms are included for convenience only and will not limit or otherwise affect these Terms.